Abstract This SBIR Phase II project will develop an innovative STEM online game that combines biology education about parts of the human body while also teaching about the bad health effects on the body of smoking and other tobacco use. The target audience is students in grades 5-8, which lines up with health curriculum coverage of these topics in most states. The entertaining and challenging aspects of the game will keep the attention of the student much longer than current methods, such as reading print materials or viewing a DVD video. The Phase II work will a) expand the scope and enhance the quality of the prototype version that received positive teacher and student reaction in Phase I trials, b) expand the evaluation research in methods and student population, and c) establish a workable commercialization plan for the game product in the K-12 education market. The game is a free navigation application taking place in an old castle in which the student searches for objects that will allow him/her to rescue a character imprisoned by tobacco enemies. In the process the player encounters information about tobacco use and its health consequences for the human body, often requiring a demonstration of learning by the student to proceed successfully. The ?Dusty the Dragon? character serves as a guide, assisting the player when needed. Health issue content, displayed in on-screen text or video clips, includes information on cancer, oral cancer, heart disease, lung disease, gum disease, and nicotine addiction, and the human organs affected by these diseases. Challenges consist of finding hidden objects, collecting information to apply to answering biological health questions, selecting messages for an anti-tobacco ad campaign, and other game-like activities. When a challenge is successfully completed, the player receives resources that will help him defeat the dangerous cigarettes, e-cigs, cigars, and chewing tobacco containers roaming the castle rooms and halls. The game is designed to be appealing to both boys and girls. It will be evaluated in six elementary and middle schools, chosen to represent a sampling of urban and rural schools and racial and ethnic diversity. User testing, with both students and teachers, will be conducted to evaluate the usability, feasibility, and effectiveness of the game.